Calcutta High Court
P S Group Realty Limited & Ors vs Unknown on 15 December, 2010
Author: I.P.Mukerji
Bench: I. P. Mukerji
COMPANY APPLICATION NO. 935 OF 2010
IN THE HIGH COURT AT CALCUTTA
ORIGINAL JURISDICTION
In the Matter of :
P S GROUP REALTY LIMITED & ORS.
BEFORE :
The Hon'ble JUSTICE I. P. MUKERJI
Date : 15th December, 2010.
Appearance :
Mr. Rajesh Singh, Advocate
The Court : A meeting of the Shareholders of PS Group Realty Limited (hereinafter referred to as the "Transferee Company") shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of December, 2010 at 2.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation proposed of Alexy Vyapaar Private Limited, Jupiter Highrise & Sansthan Private Limited, PS Abasan Private 2 Limited, Rich Valley Vanijya Private Limited, Saltee Vinimay Private Limited, Kanker Traders Private Limited, Proview Distributors Private Limited and Aditya Vyapaar Private Limited (hereinafter collectively referred to as the Transferor Companies) with PS Group Realty Limited.
A meeting of the Shareholders of Alexy Vyapaar Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of December, 2010 at 2.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Jupiter Highrise & Sansthan Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of December, 2010 at 2.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of PS Abasan Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of December, 2010 at 2.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
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A meeting of the Shareholders of Rich Valley Vanijya Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of December, 2010 at 3.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Saltee Vinimay Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of December, 2010 at 3.15 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Kanker Traders Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of December, 2010 at 3.30 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
A meeting of the Shareholders of Proview Distributors Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of December, 2010 at 3.45 p.m. for the purpose of considering and if thought fit approving with or without modification, the 4 Scheme of Amalgamation.
A meeting of the Shareholders of Aditya Vyapaar Private Limited shall be convened and held at 10, Kiran Shankar Roy Road, 1st Floor, Calcutta-700001 on the 30th day of December, 2010 at 4.00 p.m. for the purpose of considering and if thought fit approving with or without modification, the Scheme of Amalgamation.
Since all the Shareholders of all the applicant companies abovenamed have already considered and given their consent in writing to the Scheme, such meetings may be held at short notice.
At least 3 (three) days before the meetings to be held as aforesaid, notices convening the said meetings at the place and times as aforesaid together with a copy of the said Scheme of Amalgamation, a copy of the statement under section 393 of the Companies Act, 1956 and the prescribed form of proxy be sent and received under Certificate of Posting or by Hand Delivery to each of the said Shareholders of the applicant companies at their respective last known addresses.
The advertisement of the notice of the meetings is dispensed with. The settlement of the individual notice, including statement to accompany the notice by the Assistant Registrar (Company) of this Court is also dispensed with. 5
Mr.Hari Prasad Chatterjee, Advocate, Bar Association, Room No.2 and failing which Mr. Soumitra Mukherjee, Advocate, Bar Association, Room No.1 shall be the Chairperson of the meeting of the Shareholders of all the applicant companies to be held at aforesaid at a remuneration of 600GMs.
In case the first named Chairperson attends, the standby Chairperson will be paid remuneration of 200Gms.
Such Chairperson appointed for the said meetings, or any person(s) authorised by him do issue and send out the notice of the meeting(s) referred to above.
The quorum for the meetings of the Shareholders of all the Transferor Companies be fixed at 2 (two) persons and that of the Transferee Company be fixed at 5 (Five) persons, present either in person or by proxy.
Voting by proxy be permitted, provided that a proxy in the prescribed form duly signed by the person(s) entitled to attend and to vote at the meeting(s), is filed with the applicant companies at their registered offices not later than forty-eight hours before the said meeting(s). The Chairperson shall have the power to adjourn the meetings, if necessary.
The value of each member shall be in accordance with the books of the companies and where entries in the books are 6 disputed, the Chairperson shall determine such value for the purposes of the meeting(s).
The Chairperson do report to this Court, the result of the said meetings within one week from the date of the conclusion of the said meetings and their reports shall be verified by their respective affidavits.
This application is disposed of.
The Chairperson and all parties concerned are to act on a signed photocopy of this order on the usual undertakings.
(I.P.MUKERJI,J.) sb/ Assistant Registrar(C.R.)